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TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Contents
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Page
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Report of Independent Registered Public Accounting Firm – BDO USA, LLP
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1
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Financial Statements
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Statements of Net Assets Available for Benefits –
December 31, 2011 and 2010
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2
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Statements of Changes in Net Assets Available for Benefits –
Years Ended December 31, 2011 and 2010
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3
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Notes to Financial Statements
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4
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| Signatures | 13 | |
| Exhibit Index | 14 | |
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Supplemental Schedules
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15 | |
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Schedule H, Line 4a, Schedule of Delinquent Participant Contributions – Year Ended December 31, 2011
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16
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Schedule H, Line 4i, Schedule of Assets (Held at End of Year) –
December 31, 2011
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17
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December 31,
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2011
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2010
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Assets
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Cash and cash equivalents
Investments, at fair value
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$ | 34,370 | $ | 6,000 | ||||
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Common/collective trust
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23,011,423 | 19,687,068 | ||||||
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Mutual funds
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57,687,831 | 57,509,675 | ||||||
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Interface, Inc. stock fund
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7,785,900 | 11,659,091 | ||||||
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TradeLink Investments – self-directed brokerage
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343,930 | 372,940 | ||||||
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Total Investments
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88,829,084 | 89,228,774 | ||||||
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Receivables
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Participant contributions
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138,054 | 126,639 | ||||||
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Notes receivable from participants
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3,420,666 | 3,228,188 | ||||||
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Employer contributions
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54,214 | 47,526 | ||||||
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Total Receivables
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3,612,934 | 3,402,353 | ||||||
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Net assets available for benefits at fair value
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92,476,388 | 92,637,127 | ||||||
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Adjustment from fair value to contract value for fully benefit-responsive investment contracts
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(802,516 | ) | (711,573 | ) | ||||
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Net assets available for benefits
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$ | 91,673,872 | $ | 91,925,554 | ||||
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Years ended December 31,
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2011
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2010
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Additions to (deductions from) net assets available for benefits attributed to:
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Investment (loss) income:
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Interest and dividend income from mutual funds
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$ | 1,000,926 | $ | 763,383 | ||||
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Interest income from common collective trust
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639,140 | 690,351 | ||||||
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Dividend income from Interface, Inc. stock fund
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53,011 | 34,844 | ||||||
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Net (depreciation) appreciation in fair value of Interface, Inc. stock fund
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(2,234,800 | ) | 6,244,746 | |||||
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Net (depreciation) appreciation in fair value of mutual funds
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(2,228,308 | ) | 6,598,798 | |||||
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Net investment (loss) income
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(2,770,031 | ) | 14,332,122 | |||||
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Interest income from notes receivable from participants
Contributions:
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143,461 | 157,886 | ||||||
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Participant
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6,381,865 | 5,314,730 | ||||||
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Employer
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2,463,720 | 1,913,609 | ||||||
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Participant rollovers
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174,475 | 211,177 | ||||||
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Total contributions
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9,020,060 | 7,439,516 | ||||||
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Deductions from net assets available for benefits attributed to:
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Benefits paid to participants
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6,621,456 | 6,755,254 | ||||||
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Administrative expenses
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23,716 | 20,908 | ||||||
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Total deductions
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6,645,172 | 6,776,162 | ||||||
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Net (decrease) increase in net assets available for benefits
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(251,682 | ) | 15,153,362 | |||||
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Net assets available for benefits, beginning of year
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91,925,554 | 76,772,192 | ||||||
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Net assets available for benefits, end of year
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$ | 91,673,872 | $ | 91,925,554 | ||||
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Interface, Inc.
Savings and Investment Plan -
Notes to Financial Statements
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1. Description
of Plan
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The following description of the Interface, Inc. Savings and Investment Plan (the “Plan”) provides only general information. Participants should refer to the Plan document for a more complete description of the Plan’s provisions.
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a.
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General - The Plan is a defined contribution plan established on October 1, 1988 covering substantially all full-time employees of Interface, Inc. and adopting domestic subsidiaries (the “Company”) who have six months of service and are age eighteen or older. The Plan also covers part-time employees of the Company who have twelve months of service and are age eighteen or older. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974, (“ERISA”) as amended.
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b.
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Contributions – Unless an employee has voluntarily enrolled in the Plan or has declined to participate in the Plan, all newly eligible participants are automatically enrolled in the Plan at a three percent contribution rate. Each year, participants may contribute up to 40 percent of pretax annual compensation, as defined in the Plan, up to a maximum of $16,500 for each of 2011 and 2010. Participants who have attained age 50 before the end of the plan year were eligible to make catch-up contributions of $5,500 for each of 2011 and 2010. Participants may also contribute amounts representing distributions from other qualified defined benefit or defined contribution plans. Participants direct the investment of their contributions into various investment options offered by the Plan. The Plan currently offers a common collective trust, a Company common stock fund, twenty-eight mutual funds and a self-directed brokerage account as investment options for participants. The Company contributes 50 percent of the first 6 percent of eligible compensation that a participant contributed to the Plan. Additional profit-sharing amounts may be contributed at the option of the Company’s Board of Directors in the form of cash or Company common stock. No additional profit-sharing amounts were contributed by the Company to the Plan during the years ended December 31, 2011 and 2010. Contributions are subject to certain limitations.
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c.
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Participant Accounts - Each participant’s account is credited with the participant’s contribution and allocations of (i) the Company’s contributions, and (ii) Plan earnings, and charged with an allocation of certain administrative expenses. Allocations are based on participant account balances, as defined. The benefit to which a participant is entitled is the benefit that can be provided from the participant’s vested account.
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d.
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Vesting - Participants are immediately vested in their contributions plus actual earnings thereon. Vesting in the Company’s contribution portion of their accounts is based on years of continuous service. A participant is 100 percent vested after five years of credited service beginning with 20 percent after year one.
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Interface, Inc.
Savings and Investment Plan -
Notes to Financial Statements
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e.
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Notes receivable from participants – Notes receivable from participants represents loans that are recorded at their unpaid principal balance plus any accrued but unpaid interest. Participants may borrow from their accounts a minimum of $1,000 up to a maximum amount equal to the lesser of $50,000 or 50 percent of their account balance. The maximum loan amount is also reduced by the balance of any self-directed brokerage accounts. Each loan is secured by the balance in the borrowing participant’s account and bears interest at a rate commensurate with local prevailing rates as determined by the Plan Administrator on the date of the loan. Interest rates are currently equal to the prime rate plus one percent. Principal and interest are paid ratably through payroll deductions.
A deemed distribution results when a participant, who is classified as an active employee, has defaulted on a loan. Loan defaults occur when a participant, who is no longer an active employee, defaulted on a loan or received an actual distribution that was offset by the loan amount.
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f.
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Payment of Benefits - Upon termination of service due to death, disability, retirement, or separation of service, a participant is eligible to receive a lump sum amount equal to the value of the participant’s vested interest in his or her account. Withdrawals from the Plan may also be made upon circumstances of financial hardship, in accordance with provisions specified in the Plan.
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g.
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Forfeited Accounts - Forfeited nonvested accounts are used to reduce employer contributions. During the Plan years ended December 31, 2011, Plan forfeitures totaling $133,829 were used to reduce employer contributions. Unallocated forfeitures at December 31, 2011 and 2012 were $6,256 and $54,314, respectively.
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Interface, Inc.
Savings and Investment Plan -
Notes to Financial Statements
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h.
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Administrative Expenses - The Company pays the majority of the Plan’s administrative expenses. Fees recorded in the Plan for the 2011 and 2010 Plan years relate to recordkeeping fees and participant loans, and are charged directly to those participant accounts.
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2. Summary of
Significant
Accounting
Policies
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Basis of Presentation
The accompanying financial statements of the Plan are prepared under the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).
Accounting guidance requires investment contracts held by a defined contribution plan to be reported at fair value. However, contract value is the relevant measurement attribute for that portion of the net assets available for benefits of a defined contribution plan attributable to fully benefit-responsive investment contracts because contract value is the amount participants would receive if they were able to initiate permitted transactions under the terms of the Plan. Accordingly, the Statement of Net Assets Available for Benefits presents the estimated fair value of the investment contracts as well as the adjustment of the fully benefit-responsive investment contracts from fair value to contract value. The Statement of Changes in Net Assets Available for Benefits is prepared on a contract value basis.
Recently Issued Accounting Pronouncements
In January 2010, the Financial Accounting Standards Board (“FASB”) issued an accounting standard to clarify certain existing fair values disclosures and to require a number of additional disclosures. This standard requires expanded disclosure of Level 3 fair value measurement activity. The guidance in this standard is effective for fiscal years beginning after December 15, 2010. The Plan adopted this standard during the year ended December 31, 2011. The adoption did not have an impact on the financial statements or presentation of disclosures.
In May 2011, the FASB issued an accounting standard which converges the fair value measurement guidance in U.S. GAAP and International Financial Reporting Standards (“IFRS”). Some amendments clarify the application of existing fair value measurement requirements and others change a particular principle for measuring fair value for disclosing fair value measurement information. In addition, this standard requires additional fair value disclosures. This standard is effective for fiscal years beginning after December 15, 2011, which for the Plan will be the year ended December 31, 2012. The Plan is currently evaluating the impact of adoption of this standard on its statements of net assets and fair value measurement disclosures.
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Interface, Inc.
Savings and Investment Plan -
Notes to Financial Statements
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Management Estimates
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and changes therein and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates.
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Investment Valuation and Income Recognition
The Plan’s investments are stated at fair value. Where available, quoted market prices are used to value investments. Shares of the mutual funds are valued at the net asset value of shares held by the Plan at year end. Common collective trusts are valued at contract value. The Company common stock fund is valued based upon the quoted market price for Interface, Inc. Common Stock. Self-directed brokerage accounts are valued at the asset value of investments held at year end.
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Purchases and sales of securities are recorded on a trade-date basis. Interest income is recorded on the accrual basis. Dividend income is recorded on the ex-dividend date. Net appreciation (depreciation) in the fair value of investments includes the Plan’s gains and losses on investments bought and sold as well as held during the Plan year.
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Payment of Benefits
Benefits are recorded when paid.
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3.
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Investments
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The estimated fair market value of individual investments that represent five percent or more of the Plan’s net assets are as follows:
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December 31,
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2011
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2010
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T. Rowe Price Stable Value Fund (common/collective trust)
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$ | 23,011,423 | $ | 19,687,068 | |||||
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T. Rowe Price Equity Income Fund
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9,420,784 | 9,562,423 | |||||||
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T. Rowe Price Blue Chip Growth Fund
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8,250,907 | 9,035,964 | |||||||
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T. Rowe Price Balanced Fund
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8,130,767 | 8,130,134 | |||||||
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Interface, Inc. Stock Fund
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7,785,900 | 11,659,091 | |||||||
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Interface, Inc.
Savings and Investment Plan -
Notes to Financial Statements
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4. Fair Value Measurements
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As of January 1, 2008, the Plan adopted a new accounting standard which established a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure estimated fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurements) and the lowest priority to unobservable inputs (level 3 measurements). The three levels of the fair value hierarchy under accounting standards are described below:
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Level 1
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Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities.
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Level 2
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Inputs to the valuation methodology include
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· Quoted prices for similar assets in active markets;
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· Quoted prices for identical or similar assets in inactive markets;
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· Inputs other than quoted prices that are observable for the asset; and
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· Inputs that are derived principally from or corroborated by observable data by correlation or other means.
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Level 3
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Prices or valuations that require inputs that are both significant to the fair value measurement and unobservable.
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| As of December 31, 2011 | ||||||||||||||||
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Investment Type
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Level 1
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Level 2
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Level 3
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Total
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Mutual Funds (by class)
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Money Market
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$ | 2,020,514 | $ | -- | $ | -- | $ | 2,020,514 | ||||||||
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Stock
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30,587,606 | -- | -- | 30,587,606 | ||||||||||||
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Bond
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4,675,341 | -- | -- | 4,675,341 | ||||||||||||
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Multi-Class
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8,130,767 | -- | -- | 8,130,767 | ||||||||||||
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Target Date Fund
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12,273,603 | -- | -- | 12,273,603 | ||||||||||||
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Total Mutual Funds
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57,687,831 | -- | -- | 57,687,831 | ||||||||||||
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Interface, Inc. Stock Fund
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7,785,900 | -- | -- | 7,785,900 | ||||||||||||
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Common/Collective Trust
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-- | 23,011,423 | -- | 23,011,423 | ||||||||||||
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Self Directed Brokerage
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Common Stock
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343,930 | -- | -- | 343,930 | ||||||||||||
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Total assets at fair value
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$ | 65,817,661 | $ | 23,011,423 | $ | -- | $ | 88,829,084 | ||||||||
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Interface, Inc.
Savings and Investment Plan -
Notes to Financial Statements
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As of December 31, 2010
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Investment Type
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Level 1
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Level 2
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Level 3
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Total
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Mutual Funds (by class)
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Money Market
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$ | 1,586,531 | $ | -- | $ | -- | $ | 1,586,531 | ||||||||
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Stock
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33,240,451 | -- | -- | 33,240,451 | ||||||||||||
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Bond
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3,834,930 | -- | -- | 3,834,930 | ||||||||||||
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Multi-Class
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8,130,134 | -- | -- | 8,130,134 | ||||||||||||
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Target Date Fund
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10,717,629 | -- | -- | 10,717,629 | ||||||||||||
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Total Mutual Funds
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57,509,675 | -- | -- | 57,509,675 | ||||||||||||
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Interface, Inc. Stock Fund
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11,659,091 | -- | -- | 11,659,091 | ||||||||||||
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Common/Collective Trust
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-- | 19,687,068 | -- | 19,687,068 | ||||||||||||
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Self-Directed Brokerage
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Common Stock
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372,940 | -- | -- | 372,940 | ||||||||||||
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Total assets at fair value
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$ | 69,541,706 | $ | 19,687,068 | $ | -- | $ | 89,228,774 | ||||||||
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5.
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Related Party Transactions
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Certain Plan investments are shares of mutual funds and units of a stable value fund managed by T. Rowe Price Trust Company. T. Rowe Price Trust Company is the Trustee as defined by the Plan and, therefore, these transactions qualify as party-in-interest.
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At December 31, 2011 and 2010, the Plan held 674,688 and 743,565 shares, respectively, of common stock of Interface, Inc., the sponsoring employer. The Plan also issues loans to participants, which are secured by the balances in the respective participants’ accounts. Administrative expenses for the year ended December 31, 2011 and 2010 were $23,716 and $20,908, respectively, and are included in deductions from net assets in the statement of changes in net assets available for Plan benefits.
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6.
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Plan Termination
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Although it has not expressed any intent to do so, the Company has the right under the Plan to discontinue its contributions at any time, and to amend or terminate the Plan subject to the provisions of ERISA. In the event of Plan termination, participants would become 100 percent vested in their employer contributions.
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Interface, Inc.
Savings and Investment Plan -
Notes to Financial Statements
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7.
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Tax Status
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On January 6, 2009, the Company requested that a favorable letter of determination be issued to the Company to confirm that the Plan, as amended and restated, is qualified in its entirety pursuant to the applicable requirements of the Internal Revenue Code (“IRC”).
The Internal Revenue Service (“IRS”) has determined and informed the Company by a letter dated July 22, 2009, that the Plan and related trust are designed in accordance with applicable sections of the IRC. The Plan has been amended since receiving the determination letter. However, the Plan Administrator believes that the Plan is designed and is currently being operated in compliance with the applicable requirements of the IRC. Therefore, no provision for income taxes has been included in the Plan’s financial statements. The Plan is subject to routine audits by taxing jurisdictions; however, there are currently no audits relative to the Plan for any tax periods in progress. The Plan administrator believes it is no longer subject to income tax examinations for years prior to 2008.
U.S. GAAP require Plan management to evaluate tax positions taken by the Plan and recognize a tax liability if the Plan has taken an uncertain position that more likely than not would not be sustained upon examination by the IRS. The Plan administrator has analyzed the tax positions taken by the Plan, and has concluded that as of December 31, 2011, there are no uncertain positions taken or expected to be taken that would require recognition of a liability or disclosure in the financial statements.
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8.
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Risks and
Uncertainties
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The Plan invests in various investment securities. Investment securities are exposed to various risks such as interest rate, market and credit risks. Due to the level of risk associated with certain investment securities, it is at least reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect participants’ account balances and the amounts reported in the Statements of Net Assets Available for Benefits.
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9.
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Reconciliation of the
financial statements to
Form 5500
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The following is a reconciliation of net assets available for benefits per the financial statements at December 31, 2011 and 2010 to Form 5500.
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December 31,
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2011
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2010
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Net assets available for benefits per the financial statements
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$ | 91,673,872 | $ | 91,925,554 | |||||
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Adjustment from fair value to contract value for common/collective trust
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802,516 | 711,573 | |||||||
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Net assets available for benefits per Form 5500
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$ | 92,476,388 | $ | 92,637,127 | |||||
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Interface, Inc.
Savings and Investment Plan -
Notes to Financial Statements
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The following is a reconciliation of the net (decrease) increase in assets available for benefits per the financial statements for the years ended December 31, 2011 and 2010 to Form 5500.
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December 31,
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2011
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2010
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Net (decrease) increase in assets available for benefits per the financial statements:
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$ | (251,682 | ) | $ | 15,153,362 | ||||
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Adjustment from fair value to contract value for common/collective trust
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90,943 | 160,166 | |||||||
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Net (decrease) increase in assets available for benefits per Form 5500
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$ | (160,739 | ) | $ | 15,313,528 | ||||
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10.
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Nonexempt Transactions
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On September 1, 2011, the Company remitted participant contributions of $347 to the Plan. This deposit was due on April 10, 2011. The accounts of the respective participants were credited with the appropriate amount of investment income.
On August 8, 2010, the Company remitted participant contributions of $2,152 to the Plan. This deposit was due on July 14, 2010. The accounts of the respective participants were credited with the appropriate amount of investment income.
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11.
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Subsequent Events
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On April 10, 2012, effective January 1, 2013, the Plan was amended to provide an automatic increase of one percent annually to all auto enrolled participants. The auto increase is capped at six percent. Eligible employees that do not want to receive the automatic increase are required to elect out of the option.
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| Exhibit No. | Document | |
| 23.1 | Consent of Independent Registered Public Accounting Firm |
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Total that Constitute Nonexempt Prohibited Transactions
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Total Fully Corrected Under VFCP and PTE
2002-51
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Participant Contributions Transferred Late to Plan
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Contributions Not Corrected
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Contributions Corrected Outside VFCP
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Contributions Pending Corrections in VFCP
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Year
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Check Here if Late Participant Loan Repayments are Included
X
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2011
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$347
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-
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$347
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-
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-
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2010
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$2,152*
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-
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$2,152*
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-
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-
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(b)
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(c)
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(e)
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|||||||
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Identity of Issuer,
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Description of
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(d)
|
Current
|
||||||
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(a)
|
Borrower, Lessor, or Similar Party
|
Investment
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Cost**
|
Value
|
|||||
| * |
T.Rowe Price Settlement Fund
|
Uninvested Cash
|
$ | 34,370 | |||||
|
Common Collective Trust:
|
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| * |
T. Rowe Price Stable Value Fund
|
22,208,907 units
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23,011,423 | ||||||
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Mutual Funds:
|
|||||||||
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Ariel Appreciation Fund
|
71,752 shares
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2,776,785 | |||||||
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N&B Socially Responsible Fund
|
35,432 shares
|
871,971 | |||||||
| Harbor International Fund |
41,022 shares
|
2,151,612 | |||||||
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Janus Overseas Fund
|
13,632 shares
|
428,323 | |||||||
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Munder Midcap Core GR FD Fund
|
83,724 shares
|
2,363,519 | |||||||
| * |
T. Rowe Price Equity Index 500 Fund
|
63,056 shares
|
2,136,339 | ||||||
| * |
T. Rowe Price Balanced Fund
|
429,291 shares
|
8,130,767 | ||||||
| * |
T. Rowe Price Equity Income Fund
|
408,534 shares
|
9,420,784 | ||||||
| * |
T. Rowe Price Spectrum Income Fund
|
279,844 shares
|
3,444,875 | ||||||
| * |
T. Rowe Price Blue Chip Growth Fund
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213,478 shares
|
8,250,907 | ||||||
|
William Blair Small Cap Growth Fund
Vanguard Prime Money Market Fund
|
51,533 shares
2,020,514 shares
|
1,037,360 2,020,514 | |||||||
|
Allianz RCM Technology Admin Fund
|
26,040 shares
|
1,129,077 | |||||||
|
Stadion Managed Portfolio A Fund
|
2,384 shares
|
20,930 | |||||||
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Oppenheimer International Bond Fund
|
66,974 shares
|
415,911 | |||||||
|
PIMCO Total Return Admin Fund
|
74,936 shares
|
814,555 | |||||||
| * |
Retirement Income Fund
|
5,422 shares
|
70,216 | ||||||
| * |
Retirement 2005 Fund
|
4,771 shares
|
53,335 | ||||||
| * |
Retirement 2010 Fund
|
13,720 shares
|
206,081 | ||||||
| * |
Retirement 2015 Fund
|
63,870 shares
|
739,620 | ||||||
| * |
Retirement 2020 Fund
|
162,152 shares
|
2,579,843 | ||||||
| * |
Retirement 2025 Fund
|
179,495 shares
|
2,078,553 | ||||||
| * |
Retirement 2030 Fund
|
116,193 shares
|
1,921,840 | ||||||
| * |
Retirement 2035 Fund
|
129,057 shares
|
1,504,801 | ||||||
| * |
Retirement 2040 Fund
|
81,256 shares
|
1,346,411 | ||||||
| * |
Retirement 2045 Fund
|
106,559 shares
|
1,175,350 | ||||||
| * |
Retirement 2050 Fund
|
46,443 shares
|
429,596 | ||||||
| * |
Retirement 2055 Fund
|
18,376 shares
|
167,956 | ||||||
|
Total Mutual Funds
|
$ | 57,687,831 | |||||||
|
TradeLink Investments – Self-Directed Brokerage
|
various publicly traded equity investments
|
343,930 | |||||||
| * |
Interface, Inc. Stock Fund – Employer Securities
|
674,688 shares
|
7,785,900 | ||||||
| * |
Notes Receivable from Participants
|
1,208 loans with interest rates of 4.25 to 9.50 percent
|
-
|
3,420,666 | |||||
|
Total Investments
|
$ | 92,284,120 | |||||||
|
*Party-in-interest
** – The cost of participant-directed investments is not required to be disclosed.
|
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